Jessica Drew's would-be suitor, Eric, can't stop his face from melting. In the car, Eric turns away from Drew, to conceal the horror of his dripping countenance. Eric bolts from the car, with Drew in pursuit. In the woods, Eric finally manages to restore his face, before Drew catches up to him. Eric tries to explain his actions, eventually regaining Drew's trust. When Eric moves in to kiss Drew, however, the flesh of his face literally pours over hers. Horrified, Drew flees in a blind panic. With Eric chasing after her, Drew burns the creeping flesh from her body with her bio-venom.
Drew hides from Eric in the trees, and dons her Spider-Woman costume. Somewhat less panic-stricken, Drew, as the Spider-Woman, pursues Eric, back to his car. Though the Spider-Woman blocks his path, Eric tries to drive right through her. The Spider-Woman vaults over the speeding car, then glides back to the car's roof. Eric drives back to the discotheque, where he picked Drew up. The Spider-Woman watches Eric's car from the shadows, but, somehow, never sees him exit the vehicle. After a short while, a different man, escorting a pretty, young woman, gets into the car, and drives off.
The Spider-Woman follows, then observes the young couple, for several moments, outside the woman's home. When nothing goes awry, the Spider-Woman departs. That night, the Spider-Woman, as Drew, has nightmares about her horrific encounter with Eric. In the morning, Drew, as the Spider-Woman returns to the house. The young woman has been murdered, smothered in Eric's living flesh. Blaming herself for the woman's death, the Spider-Woman, as Drew, hits every discotheque in town, hunting Eric. Eventually, Drew encounters Eric, now calling himself "Bill".
Though his appearance is completely different, Drew knows it is him. Drew allows "Bill" to take her to Priscilla Dolly's home, abandoned since the death of Dolly's "sons". With a herculean effort of will, Drew manages not to recoil at "Bill"'s touch. Drew excuses herself to sip into something more comfortable. Upstairs, in her old bedroom, Drew slips on her Spider-Woman costume. As the Spider-Woman, Drew slips out the bedroom window, then re-enters the house from the front. The Spider-Woman confronts "Bill". "Bill"'s mind reflects on the chain of events that brought him to this moment.
He had been a research scientist, suffering a rare skin ailment. One that would have proven fatal, had not "Bill" subjected himself to an experimental new cell-regeneration therapy. The experiment covered "Bill's" body with millions of single-celled organisms, capable of mimicking the flesh of anyone they touched. Abandoning a selfless life of research, "Bill" embarked on a new life of hedonism. "Bill" soon learned, though, that he had less control of his creeping flesh than he at first believed. It began to seek out, of it's own accord, the warm flesh of his many lovers, smothering them to death.
"Bill" flees from the Spider-Woman. Racing upstairs, "Bill" seeks out Drew. Not finding her, he hides, under the covers, in her bed. When the Spider-Woman confronts "Bill", he has assumed Drew's appearance. Momentarily transfixed with the image of her own face, the Spider-Woman allows herself to be ambushed by the creeping flesh. The flesh pours down over her, from the ceiling, immersing her entire body within it's warm, pulpy embrace. In a panic, the Spider-Woman desperately unleashes her bio-venom, over and over again, until the flesh is repelled from her body. The creeping flesh also abandons "Drew"'s body, leaving nothing but a skeleton, awash in a massive pool of dripping flesh.